Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
April 15, 2021, Tapestry, Inc. (the
“Company”) announced that the Board of Directors (the
“Board”) appointed Todd Kahn, age 57, as Chief Executive
Officer and Brand President, Coach, effective as of
April 15, 2021 (the
“Effective Date”).
Mr. Kahn has served as the Interim Chief Executive Officer and Brand President, Coach since July 2020, and led the revenue generating business units of the
brand since March 2020. Mr. Kahn also served as
the Company’s President and Chief Administrative Officer from May 2016 until the Effective Date. Since joining
the Company in January 2008 as Senior Vice President, General Counsel and Secretary, Mr.
Kahn has held several executive positions, including serving as Company Secretary from January 2008 through August 2020, Chief Legal Officer from May 2016 through March 2020, Chief Administrative Officer and General Counsel from August 2015 through
May 2016, and Global Corporate Affairs Officer from April 2014 through August 2015. Prior to joining
the Company, Mr. Kahn held leadership positions at several public and private companies. Mr. Kahn received a Bachelor of Science degree from Touro
College and a Juris Doctor from Boston University Law School.
In connection with his appointment as Chief Executive Officer and Brand President, Coach, Mr. Kahn and
the Company entered into a letter agreement dated
April 12, 2021 (the
“Letter Agreement”). The material terms of the Letter Agreement are summarized below.
Mr. Kahn will be an employee at-will of
the Company, meaning either Mr. Kahn or
the Company may terminate Mr. Kahn’s employment at any time, although Mr.
Kahn is required to provide
the Company with six months’ advance written notice of his intention to resign.
Pursuant to the Letter Agreement, Mr. Kahn will receive a base salary of $950,000 per year, as of the Effective Date. He will continue to be eligible for a
target bonus of 125% of his salary under
the Company’s Performance-Based Annual Incentive Plan (“AIP) (with payment ranging from 0-200% of target subject to performance). The actual amount of this bonus will be based on
the Company attaining
criteria determined by
the Company’s Board in accordance with the terms of the AIP. All performance-based compensation paid to Mr. Kahn is subject to
the Company’s incentive repayment policy applicable in the event of a material restatement of the
Company’s financial results.
Mr. Kahn has a guideline annual equity grant with a fair market value on the grant date of $2,000,000, to be granted in a fixed proportion of different
equity vehicles as determined by the Human Resources Committee of the Board and normally granted in August, which may include performance restricted stock units, stock options and/or restricted stock units. Such equity grants shall be subject to
the terms and conditions set forth in the applicable award agreements.
If
the Company terminates Mr. Kahn’s employment without
“Cause” (as such term is defined in the Letter Agreement), he will be eligible to receive cash
severance equal to twelve (12) months of base salary. Mr. Kahn will be subject to the non-competition and non-solicitation covenants set forth in the Agreement, both during his employment with
the Company as well as during the twelve (12) months
following termination.
The foregoing summary of the material terms of the Letter Agreement is not complete and is qualified entirely by reference to the full text of the Letter
Agreement, which will be filed as an exhibit to
the Company’s next quarterly report on Form 10-Q.
There are no family relationships between Mr. Kahn and any director or executive officer of
the Company and he has no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Kahn relinquished his role as
the Company’s President and Chief Administrative Officer. The Board appointed Joanne
Crevoiserat, age 57,
the Company’s Chief Executive Officer, as
the Company’s President, in addition to her position as Chief Executive Officer, as of the Effective Date. Ms. Crevoiserat and
the Company did not enter into any additional agreement
and she will not receive additional compensation in connection with her appointment to the role of President, which is required to be filled in accordance with
the Company’s
Bylaws. Please see
the Company’s 8-K filed on
October 29, 2020 with the
Securities and Exchange Commission in connection with Ms. Crevoiserat’s appointment as
the Company’s Chief Executive Officer for Ms. Crevoiserat’s biographical information. There are no family relationships between Ms. Crevoiserat and any director
or executive officer of
the Company and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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TAPESTRY, INC.
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By:
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Senior Vice President, General Counsel and Secretary
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